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Grafix Group Standard Terms and Conditions

Introduction

 

From our Northern Beaches headquarters in NSW, Grafix Group Pty Ltd design, print, create and install outstanding environmental wall art, way signage and printed & plain blinds for both Government and private commercial business’s across Australia. These Terms and Conditions have been prepared to assist our customers, staff and contractors develop a better understand the most efficient and rewarding ways of conducting business.

Their objective is to eliminate ambiguity, reduce avoidable anomalies and define the commercial terms for all involved with Grafix Group Pty. Ltd.
 

1. Interpretation:

 

Identifies common words used within these Terms & Conditions.

 

1.1 In these conditions:

‘Customer’ means the person or company whose order for the purchase of the goods or installation is accepted by Grafix Group;

‘Conditions’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing by a duly authorised signatory of Grafix Group;

‘Contract’ means the contract for the purchase and sale of the goods, and/or installation;

‘Goods’ means the goods (including any instalment of the goods or any parts for them) which Grafix Group is to supply in accordance with these conditions;

“Installation” means the installation of the goods by Grafix Group at the premises;

“Premises” the premises at which the goods are to be installed by Grafix Group;

“Business Day” means any day which is not a Saturday or a Sunday, nor a public holiday in Australia.

‘Grafix Group’ means Grafix Group  Pty Ltd (ABN  74 152 785 101)

  whose principal place of business is at Unit 5, 111 Old Pittwater Rd, Brookvale New South Wales 2100.

‘Writing’ includes email, letter, and comparable means of direct communication.

1.2 Any reference in these conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3 The headings in these conditions are for convenience only and shall not affect their interpretation.

1.4 In these conditions, references to the masculine include the feminine and references to the singular include the plural and vice versa as the context admits or requires.

2. Basis of the contract:

Defines the purpose of the commercial contract entered into

 

2.1 Grafix Group shall sell and the customer shall purchase the goods, and/or (if relevant) installation shall be carried out in accordance with any written estimate of Grafix Group which is accepted by the customer, and subsequently confirmed by Grafix Group or any written order of the customer which is accepted by Grafix Group, subject in either case to these conditions, which shall govern the contract to the exclusion of all other terms and conditions whether of the customer or otherwise.

These conditions apply to all Grafix Groups sales, or installations. Where the customer has requested that Grafix Group carry out the installation, then Clause 10 (Installation) shall also apply to the contract.

If no installation is to take place, clause 10 shall not apply to the contract.

2.2 No variation to these conditions shall be binding unless agreed in writing between the authorised representatives of the customer and Grafix Group.

2.3 Grafix Group’s employees or agents are not authorised to make any representations, warranties or undertakings (verbal or otherwise) concerning the goods, or the installation or otherwise unless confirmed by an authorised representative of Grafix Group in writing.

In entering the contract, the customer acknowledges that it does not rely on any such representations, warranties or undertakings which are not so confirmed.

2.4 Any advice or recommendation given by Grafix Group or its employees or agents to the customer or its employees or agents as to the storage, application or use of the goods and which is not confirmed in writing by Grafix Group is followed or acted upon entirely at the customer’s own risk, and accordingly Grafix Group shall not be liable for any such advice or recommendation which is not so confirmed.

2.5 Any typographical, grammatical or other error or omission in any sales literature, quotation, price list, acceptance of the offer, invoice or other document or information issued by Grafix Group shall be subject to correction without any liability on the part of Grafix Group.

2.6 Grafix Group’s catalogues, technical circulars, sales literature, price lists and other such documents are for the customer’s general guidance only and the particulars contained in such documents shall not constitute representations by Grafix Group and Grafix Group shall not be bound thereby, nor shall they form part of the contract.

2.7 Where technically possible and within the tolerance of materials used the customer’s colour balance requirements will be considered. In the absence of specific instructions regarding Pantone numbers or the customer’s supplied match samples colour balance will be at the discretion of Grafix Group.

2.8. When Grafix Group are utilising either customer supplied artwork, proofs, photography, or typographical design components the customer takes sole responsibility for the supplied components’ accuracy and technical suitability for purposes of completing the contract. Where Grafix Group determines that any customer supplied design component is, for any reason, unsuitable for its contracted purpose Grafix Group may recreate it at the expense of the customer.

2.9 Where the customer requests alterations to any project specification alterations to suit the revised specifications will be undertaken by Grafix Group as a variation to the contract. Contract variations requested or mandated by the customer of any third party will incur additional Grafix Group design costs.

2.10 Artist impressions and design renderings created for the purpose of illustrating how proposed artwork and products may appear in-situ are not to be considered either accurate or permissible under the terms of the contract.

2.11 Grafix Group designs and proofs are two dimensional and presented on a flat surface to be viewed by the customer at a relatively small size. Traditional wallart installation is made onto a far larger flat two dimensional surface. In an event when the product application surface is neither flat nor two dimensional (as in the case of a circular wrap or corrugated surface), there may be minor variations between the two dimensional design and proof and the three dimensional curved installation. On curved and uneven surfaces Grafix Group at their own discretion may make minor adjustments to optimise readability or alignment.

2.12 All Grafix Groups quotations exclude the following unless expressly stated and agreed in writing:
(i) Transportation of equipment, goods and Grafix Groups personnel to and from the installation premises
(ii) Packing the goods for transportation to the customers installation premises
(iii) Crating
(iv) Insurance of the goods or any hire equipment whilst in transit storage or at the customers premises.
(v) Delivery
(vi) Power supply; fees and charges associated with the power supply or connection of power supply.
(vii) Any fees and charges associated with traffic control or third party property access to site.
(viii) Any required special permits or engineer calculations

3. Orders and specifications:

Covers documented instructions and intellectual property rights.
 

3.1 No order submitted by the customer shall be deemed to be accepted by Grafix Group without a company purchase order or signed acceptance and paid deposit.

3.2 The customer shall be responsible to Grafix Group for ensuring the accuracy of the terms of any order (including any applicable specification) which the customer is responsible for ensuring is submitted by the customer, and for giving Grafix Group any necessary information relating to the goods or installation within a sufficient time to enable Grafix Group to perform the contract in accordance with its terms. Where artwork proofs are submitted to the customer for the customer’s approval, Grafix Group shall incur no liability for errors which should reasonably be identified by the customer which are not so identified.

3.3 The quantity, quality and description of and any specification shall be those set out in Grafix Groups estimate (if accepted by the customer) or the customer’s order (if accepted by Grafix Group). Unless confirmed in writing by Grafix Group, all specifications, drawings and particulars of weights, dimensions and performance issued by Grafix Group are approximate only and Grafix Group gives no warranty or representation that the goods will conform to such specification.

3.4 If the goods are to be manufactured or any process is to be applied to the goods in accordance with a specification submitted by the customer, the customer warrants to Grafix Group that the intellectual property rights in such specification belong to the customer or that the customer is licensed or otherwise authorised to use such specification by the actual owner.

3.4.1 Copyright in all artistic and literary works authored by Grafix Group shall remain the property of Grafix Group unless there is a written agreement with the customer to the contrary.

3.4.2 The customer shall indemnify Grafix Group on demand against all loss, damages, costs and expenses awarded against or incurred by Grafix Group in connection with or paid or agreed to be paid by Grafix Group in settlement of any claim arising out of: -

(i) infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from Grafix Group use of the customer’s specification; and/or

(ii) any impracticality, inefficiency or lack of safety or other defect in the goods where such defect is due (whether in whole or in part) to faults or omissions in information, drawings, designs, instructions, or specifications of the customer.

3.5 Grafix Group reserves the right to make any changes in the specification of the goods which are (in Grafix Groups opinion) required to conform to any applicable statutory or signage compliance requirements or, where the goods and/or hire equipment are to be supplied to Grafix Group specification that does not materially affect their quality or performance.

3.6 No order which has been accepted by Grafix Group may be cancelled by the customer except with the agreement in writing of Grafix Group and on terms that the customer shall indemnify Grafix Group in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by Grafix Group because of cancellation.

3.7 Grafix Group shall not be required to process any order which in its opinion is or may be of an illegal or defamatory nature and the customer shall indemnify Grafix Group on demand against any loss, damages, costs and expenses awarded against or incurred by Grafix Group in connection therewith.

3.8 The customer hereby gives such consent and permission to Grafix Group as may be required to enable Grafix Group to use copies of the goods supplied to the customer for the purposes of Grafix Group own marketing requirements, including consenting to the reproduction of any name, logo, trademark, or other intellectual property right included in the goods. This is without prejudice to Grafix Group other rights under these conditions.

4. Price of the goods:

Specifies applicable charges, variance terms and GST liability.

 

4.1 Unless otherwise agreed between the parties in writing the price of the goods (“the price”) shall be Grafix Groups quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in Grafix Groups price list current at the date of acceptance of the order. All prices quoted are valid for 30 days only (or until earlier acceptance by the customer or earlier withdrawal by Grafix Group before the customer’s acceptance), after which time they may be altered by Grafix Group without giving notice to the customer.

Where installation is to occur the price for such installation shall (in the absence of manifest error) be included in the price quoted for the goods or Grafix Groups separate list price for the installation.

4.2 Grafix Group reserves the right, by giving notice to the customer at any time before delivery, to increase the price to reflect any increase in the cost to Grafix Group which is due to any factor beyond the control of Grafix Group (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the goods which is requested by the customer, or any delay caused by any instructions of the customer or failure of the customer to give Grafix Group adequate information or instructions.

4.3 Except as otherwise stated under the terms of any quotation or in any price list of Grafix Group, and unless otherwise agreed in writing between the customer and Grafix Group, all prices are given by Grafix Group on an ex works basis, and where Grafix Group agrees to deliver the goods otherwise than at Grafix Groups premises, the customer shall be liable to pay Grafix Group charges for transport, packaging and insurance.

4.4 Unless specifically stated all prices are exclusive of any applicable Goods and Services Tax (GST), which the customer shall be additionally liable to pay to Grafix Group.

5. Terms of payment:

Covers deposits required, balance settlements and transfer of property.
 

5.1 For new customers, Grafix Group reserves the right to require that a sum equal to the price be paid in advance by the customer on commencement of the contract, unless otherwise agreed in writing by an authorised representative of Grafix Group.

Any monies agreed to be paid by the customer to Grafix Group on account of any price or fee payable under the contract prior to the commencement of the contract, or prior to delivery of the goods, the sum paid may be applied by Grafix Group against any invoice rendered by Grafix Group under the contract in Grafix Groups discretion, not necessarily in chronological order of invoice rendered.

The sum will not be refunded to the customer unless the goods are majorly faulty, in which case a replacement or refund will be offered to the customer. In cases of a minor fault, a repair will be offered to the customer.

Grafix Group may also apply such sum to any other amount owing to Grafix Group by the customer whether under the contract or otherwise.

5.2 Subject to any special terms agreed in writing between the customer and Grafix Group, Grafix Group shall be entitled to invoice the customer for the price (or where an advance payment on account of the price has been paid, the balance of the price) on or at any time after delivery of the goods, unless the goods are to be collected by the customer or the customer wrongfully fails to take delivery of the goods, in which event Grafix Group shall be entitled to invoice the customer for the price at any time after Grafix Group has notified the customer that the goods are ready for collection or (as the case may be) Grafix Group has tendered delivery of the goods. Grafix Group reserves the right to submit interim invoices if, in Grafix Groups discretion, the circumstances in respect of a particular order mean that it would be unreasonable for Grafix Group to await invoicing at the time of delivery or when notifying the customer that the goods are available for collection or otherwise.

5.3 The customer shall pay the price (or where an advance payment on account of the price has been paid, the balance of the price) due under the contract (less any discount to which the customer is entitled, but without any other set off deduction, counterclaim, abatement or otherwise) within 7 business days of the date of Grafix Group invoice, and Grafix Group shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the goods has not passed to the customer.

Orders are confirmed upon receipt of a PO Government and commercial trade accounts payments must be paid in full 30 days from invoice.

The time of payment of the price shall be of the essence of the contract. Receipts for payment will be issued only upon request.

No payment shall be deemed to have been received by Grafix Group until Grafix Group has received cleared funds.

5.4 Where Grafix Group agree in writing with the customer to any rebate or reduction on the fees or price payable under the contract in return for the customer paying invoices rendered by Grafix Group within agreed timescales, where such timescales are not adhered to by the customer, Grafix Group shall be entitled to withdraw any such rebate or reduction arrangement without notice to the customer and the customer shall pay the full amount of the relevant invoice as increased to take into account the loss of the agreed rebate or reduction, with Grafix Group having the benefit of such other rights set out in these conditions (including the right to charge interest) in respect of any sum so unpaid by the customer.

5.5 If the customer fails to make any payment in full on the relevant due date then, without prejudice to any other right or remedy available to Grafix Group, Grafix Group shall be entitled to:

5.5.1 Cancel the contract or suspend any further deliveries or services (including installation if relevant) to the customer.

5.5.2 The immediate payment of all payments outstanding in respect of the goods and of any other goods, works or services provided by Grafix Group to the customer under any other contract notwithstanding the fact that the date for payment may not yet have fallen due;

5.5.3 Appropriate any payment made by the customer to such of the goods, and/or installation (or the goods supplied under any other contract between the customer and Grafix Group) as Grafix Group may think fit (notwithstanding any purported appropriation by the customer);

5.5.4 Charge the customer interest (both before and after any judgement) on the amount unpaid, at the rate of 3 per cent per annum above The Commonwealth Bank of Australia’s base rate at the time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest). Grafix Group reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Bill 2003; and

5.5.5 Charge the customer the cost of recovery of any unpaid amount including any legal costs, debt recovery fees, disbursements and bank charges incurred.

5.6 Grafix Group reserves the right (in its entire discretion) at any time by notice in writing to the customer to set off any monies owed by Grafix Group to the customer against any monies owed to Grafix Group by the Customer under the contract.

 

 

6. Risk and property:

Defines situations effecting property in the goods passing to the customer.
 

6.1 Risk of damage to or loss of the goods shall pass to the customer:

6.1.1 In the case of goods to be delivered at Grafix Groups premises, at the time when Grafix Group notifies the customer that the goods are available for collection; or

6.1.2 In the case of goods to be delivered otherwise than at Grafix Groups premises, at the time of delivery or, if the customer wrongfully fails to take delivery of the goods, the time when Grafix Group has tendered delivery of the goods. Where title/property in the goods has not passed to the customer but risk has passed to the customer, the customer shall ensure that the goods are adequately insured with a reputable insurer and that Grafix Group interest in the goods is noted on the said insurance policy.

6.2 Notwithstanding delivery and the passing of risk in the goods, or any other provision of these conditions, the property in the goods shall not pass to the customer until Grafix Group has received in cash or cleared funds payment in full of the price of the goods and all other goods agreed to be sold by Grafix Group to the customer for which payment is then due.

6.3 The customer’s right to possession of the goods prior to payment of all sums due to Grafix Group in full shall terminate immediately if:

6.3.1 The customer has a bankruptcy order made against the customer or makes an arrangement or composition with its creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to the court for the winding up of the customer or for the granting of an administration order in respect of the customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the customer; or

6.3.2 The customer suffers or allows an execution, whether legal or equitable, to be levied on its property or obtained against it, or fails to observe/perform any of its obligations under the contract or any other contract between Grafix Group and the customer, or is unable to pay its debts within the meaning of the Insolvency Law Reform Act 2016 or the customer ceases to trade; or

6.3.3 The customer encumbers pledges or in any way charges any of the goods

 

7. Warranties and liability:

Defines quality assurance types and where liability is limited.

 

7.1 Subject to the conditions set out below warrants that the goods will be free from defects in material and workmanship for a period where Grafix Group manufactured the goods, or 24 months from delivery.

In all other cases, Grafix Group shall endeavour to pass on to the customer such manufacturer’s warranty or guarantees as may be afforded to Grafix Group Pty Ltd (and is capable of being passed on to the customer (without involving Grafix Group paying any extra premium or fee to any party) by the manufacturer or supplier of the goods to Grafix Group when such items were purchased by Grafix Group itself.

7.2 The above warranty is given by Grafix Group subject to the following conditions:

7.2.1 For the avoidance of doubt, the warranty does not apply to the installation.

7.2.2 Grafix Group shall be under no liability in respect of any defect in the goods arising from any information, drawing, design, instruction or specification supplied by the customer;

7.2.3 Grafix Group shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Grafix Groups instructions (whether oral or in writing), improper installation (other than by Grafix Group) misuse or alteration or repair of the goods without Grafix Groups approval;

7.2.4 Grafix Group shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the goods (and/or the installation) has not been paid by the due date for payment or if the customer is otherwise in breach of this contract or any other contract with Grafix Group Pty Ltd.

7.2.5 The above warranty does not extend to parts, materials or equipment not manufactured by Grafix Group, in respect of which the customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Grafix Group; and

7.2.6 The warranty shall be invalidated if the customer attempts to effect repairs to the goods itself or through a third party during the warranty period.

7.3 Subject as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (within the meaning of the Australian Competition & Consumer Commission’s Unfair Contract Terms), all warranties, conditions or other terms implied by statute or common law are excluded in the contract to the fullest extent permitted by law.

7.4 Grafix Group shall not be liable to the customer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the contract, for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of Grafix Group, its employees or agents or otherwise) which arise out of or in connection with the supply of the goods or their use or resale by the customer the installation, and the entire liability of Grafix Group under or in connection with the contract shall not exceed 125% of the price payable under the contract, except as expressly provided in these conditions.

7.5 Grafix Group shall not be liable to the customer or be deemed to be in breach of the contract by reason of any delay in performing, or any failure to perform, any of Grafix Groups obligations in relation to the contract, if the delay or failure was due to any cause beyond Grafix Groups reasonable control and such failure or delay shall entitle either party to terminate the contract if it persists for more than three months but the customer shall remain liable to pay the price under the contract in respect of items delivered prior to the date of such cancellation.

Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Grafix Groups reasonable control:

7.6.1 Act of God, explosion, flood, tempest, fire or accident;

7.6.2 War or threat of war, sabotage, insurrection, civil disturbance or requisition;

7.6.3 Treaties, directives, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any Commonwealth, State or Territory governmental or local authority or other body or competent authority;

7.6.4 Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Grafix Groups or of a third party);

7.6.5 Difficulties in obtaining raw materials, labour, fuel, parts or machinery; and/or

7.6.6 Power failure or breakdown in machinery;

7.6.7 Import or export regulations or embargoes.

7.7 Notwithstanding the other provisions of this Clause 7, Grafix Group may in its entire discretion once notice of any defect or fault in the goods has been notified in writing to Grafix Group and accepted by Grafix Group, elect to repair and/or replace the goods and if so, the replacement of the goods shall be the full extent of Grafix Groups liability to the customer under the contract. Alternatively, the customer can request a refund.

If the goods are unavailable or not in stock, and the replacement option is elected by Grafix Group, Grafix Group may provide an identical replacement to the goods even if made by a different manufacturer.

7.8 Nothing in this Clause 8 shall restrict Grafix Group liability for death or personal injury caused by Grafix Group negligence or fraudulent misrepresentation.

7.9 Without prejudice to the other rights of Grafix Group under the contract, any claim made against Grafix Group under the contract must be brought within 3 months of the date on which the cause of action on the party of the customer arose.

7.10 Where applicable, the limitations of Grafix Group liability set out in this Clause 7 and elsewhere in these conditions apply mutatis mutandis to any liability of Grafix Group under the contract in respect of the installation.

8. Delivery:

Unless otherwise agreed is determined to be ex Grafix Groups’ works.

 

8.1 Delivery of the goods shall be made by the customer collecting the goods at Grafix Group premises at any time after Grafix Group has notified the customer that the goods are ready for collection or, if some other place for delivery is agreed in writing by Grafix Group, by Grafix Group delivering the goods to that place.

8.2 Any dates quoted for delivery of the goods are approximate only and Grafix Group shall not be liable for any delay in delivery of the goods howsoever caused.

Time for delivery shall not be of the essence of the contract unless previously agreed by Grafix Group in writing by an authorised signatory of Grafix Group. The goods may be delivered by Grafix Group in advance of the quoted delivery date upon giving reasonable notice to the customer.

8.3 Where the goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by Grafix Group to deliver any one or more of the instalments in accordance with these conditions or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the contract as a whole as repudiated.

8.4 If Grafix Group fails to deliver the goods (or any instalment) for any reason other than any cause beyond Grafix Groups reasonable control or the customer’s fault, and Grafix Group is accordingly liable to the customer, Grafix Groups liability shall be limited to the excess (if any) of the cost to the customer (in the cheapest available market) of similar goods to replace those not delivered over the price of the goods.

In no circumstances shall Grafix Group be responsible for any other loss (including loss of profit) whether direct or indirect or consequential costs, damages, charges or expenses arising out of such late delivery.

8.5 If the customer fails to take delivery of the goods or fails to give Grafix Group adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of Grafix Groups fault) then, without prejudice to any other right or remedy available to Grafix Group, Grafix Group may:

8.5.1 Elect that the goods are deemed delivered; or

8.5.2 Store the goods until actual delivery and charge the customer for the reasonable costs (including insurance) of storage; or

8.5.3 Sell the goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the customer for the excess over the price under the contract or charge the customer for any shortfall below the price under the contract.

8.6 Save where the customer signs a delivery note accepting delivery of the goods in satisfactory condition, in which case the customer will be deemed to have accepted the goods as being free of all defects or faults, all defects in the goods must be notified in writing (giving full details of the alleged defects and affording Grafix Group a reasonable opportunity to inspect the alleged defects, failing which the notice shall be deemed to be invalid) by the customer to Grafix Group within 7 days of delivery of the goods otherwise the goods will have been deemed to have been accepted and to have been delivered to the customer free of all defects or faults and the customer shall have no further right to reject the goods or recover any compensation.

8.6 Notwithstanding any other clause in the conditions, if any goods are used after delivery or installation by the customer, then the customer shall be deemed to have accepted the goods as being in all respects in accordance with the contract.

9. Indemnity:

Customer responsibility ensuring Grafix Group never infringe another’s rights.
 

9.1 It is the customer’s responsibility to ensure that the goods do not infringe or that their use does not infringe the patent copyright design trademark or other industrial or intellectual property rights of any other person and the customer shall indemnify Grafix Group against all loss, damages, costs and expenses awarded against or incurred by Grafix Group in connection with any claim paid or agreed to be paid by Grafix Group in settlement of any claim.

10. Installation:

Determines responsibilities where installation is an addition under the contract.
 

10.1 Installation at a fixed site

10.2 Where installation is required pursuant to the contract, Grafix Group shall install the goods on the terms and conditions set out in this Clause and the contract generally.

10.3 Grafix Group is not responsible for any delay in installation directly or indirectly arising out of the actions or omissions of the customer (including any employee, officer or contractor of the customer) or any third party.

10.4 The customer shall: –

10.4.1 Make any necessary agreement with relevant regulatory, governmental or other authorities or other relevant third parties and obtain any consent or authorisation required in respect of the installation.

10.4.2 Provide any information Grafix Group may reasonably require in connection with the installation.

10.4.3 Pay for any relevant approval or permission.

10.4.4 Meet the requirements of any of these authorities at all times to maintain their approval.

10.4.5 Tell Grafix Group if any information the customer has given to Grafix Group changes; and

10.4.6 If any approval, consent or authorisation is amended or ends, the customer must advise Grafix Group in writing as soon as the customer learns of any amened or terminated approval, consent or authorisation.

 

10.5 The customer must during installation: –

10.5.1 Give Grafix Group access to the premises so that Grafix Group may perform the installation and provide all such assistance as may be reasonably requested by Grafix Group promptly and without cost to Grafix Group. The customer shall move any materials, and other objects obstructing or preventing installation in advance of the agreed installation date;

10.5.2 Use best efforts to make sure that the premises and any equipment provided are safe and without risk for Grafix Group employees and agents. The customer must tell the Grafix Group the location of any concealed pipes and wires which may affect the installation and about any known risks and any hazardous materials at the premises, provided that Grafix Group may decline to carry out the installation if it considers that the installation in accordance with the customer’s instructions nevertheless presents a risk to Grafix Groups employees and agents (without prejudice to any remedy that Grafix Group may have in this regard).

10.5.3 The customer warrants that they have unencumbered title to any materials (such as old signs) to be removed from any location at which goods are delivered or to be installed, and that the customer is properly authorised to dispose of them without the consent of any third party. The customer also warrants that said materials are safe to remove, that are not contaminated or contain dangerous components.

10.5.4 Provide information about the customer, the premises and any other relevant information so that Grafix Group can perform the installation. The customer must write to Grafix Group to tell them of any changes to this information;

10.5.5 Ensure that Grafix Group staff and contractors have adequate welfare facilities (toilet and washing facilities).

10.6 References in these conditions to the goods shall (unless the contract otherwise requires and include where relevant and applicable) reference to the installation and the relevant provisions of the Agreement shall accordingly apply once the necessary changes having been made to the installation.

11. Contract termination:

Explains breach of contract provisions and cancelation rights.

 

11.1 This clause applies if:

11.1.1 The customer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or

11.1.2 An encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the customer; or

11.2.1.3 The customer ceases, or threatens to cease, to carry on business; or

11.1.4 Grafix Group reasonably understand or perceives that any of the events mentioned above is about to occur in relation to the customer and notifies the customer accordingly.

11.1.5 The customer is in breach of the provisions of the contract and fails to remedy the same (if capable of remedy) within 5 Business days of Grafix Group notifying the customer of such breach.

11.2 If this clause applies then, without prejudice to any other right or remedy available to Grafix Group, Grafix Group shall be entitled to cancel the contract or suspend any further deliveries under the contract without any liability to the customer, and if the price has not been paid for, the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.

12. General:

A collective of related contract provisions not requiring a collective heading.

12.1 Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

12.2 No waiver by Grafix Group of any breach of the contract by the customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.3 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected.

12.4 Each right or remedy of Grafix Group under the contract is without prejudice to any other right or remedy of Grafix Group whether under the contract or not.

12.5 Failure or delay by Grafix Group in enforcing or partially enforcing any provision of the contract will not be construed as a waiver of any of its rights under the contract and any waiver by Grafix Group of any breach of, or any default under any provision of the contract by the customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the contract.

12.6 The contract and any documents referred to in it constitute the entire agreement between the parties.

12.7 The customer must keep confidential and must not (without Grafix Groups written consent) use any ideas, systems or processes communicated or made available by Grafix Group to the customer.

12.8 All electronic media (other than the media supplied by the customer) used by Grafix Group to store data for the purposes of completing the contract remain the sole property of Grafix Group. The customer cannot require Grafix Group to supply to the customer any such data. Grafix Group may charge the customer for supplying such data where it chooses to supply such data to the customer.

12.9 Grafix Group may assign and/or subcontract the contract or any part of it to any person, firm or company. The customer shall not be entitled to assign the contract or any party of it without the prior written consent of Grafix Group.

12.10 A person who is not a party to the contract or any other contract between Grafix Group and the customer shall have no rights under the contracts (Privity of Contract) to enforce any of its terms. Any rescission, variation, amendment or waiver to or of this contract or any other contract between Grafix Group and the customer shall not require the consent or approval of any person who is not a party to such a contract.

12.11 Words in the singular include the plural and, in the plural, include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.

12.12 The contract shall be governed by and construed in accordance with the laws of New South Wales and the customer agrees to submit to the exclusive jurisdiction of the Australian courts.

terms & conditions